British Virgin Islands - Policy Update October 2004
In order to fully
comply with the BVI Anti-money Laundering Legislation and our Due
Diligence and Compliance Procedures, we are now instituting, and
amending current policies and procedures as recommended by our auditors’
risk reports as follows:
As we have been
experiencing significant problems in receiving the necessary signed
documents back for our due diligence requirements, on all
incorporations, we will appoint our in house corporate director as first
director of each company. The corporate incorporation documents will be
signed off and copies taken for our records. Thereafter, we will
immediately resign and appoint your choice of director before sending
the packages out to you.
This will also
satisfy (1) Section 28 of the International Business Companies
(Amendment) Act which requires that a company registered under the Act
must keep at its Registered Office a Share Register in accordance to the
guidelines as set out in that same section of the Act, and (2) Section
43 of the International Business Companies (Amendment) Act which
requires that a company registered under the Act must appoint one or
more directors within 30 days of the date of its incorporation and that
a copy of the Registers of Directors must be kept at the Registered
documents listed below must be completed and provided by copy first
which will allow us to begin the work, and then in original form for our
notarized or bank certified passport copies and driver’s licence,
see here a sample,
fully completed incorporation applications etc must be sent to our
office in BVI.
Failure to comply
will result in the delay of the incorporation documents.
We will begin work on your company after we receive faxed or emailed
copies, but we can send you the documents only after we receive the
originals from you.
Nominee services provided with BVI directors and
In our capacity as
directors, we were reminded that our fiduciary responsibilities must be
taken very seriously as we remain accountable for the business
activities and actions taken by and on behalf of the company, including
financial and other obligations.
As a result, we request that all documents requiring signature by an
“offshore” director must be filled out completely and any supportive
documents mentioned therein submitted at the time of instructions. Such
action will allow us to be aware of the content of what we are signing
and to ensure that such are in the best interest of the Company. We
will not sign any form of document in blank and kindly ask all clients
This is another
area of concern for our Auditors as in the past, we have granted POAs
both general and specific which have caused some complications with due
diligence as many clients once given the POA failed to keep us inform as
to the operations and business of the company they were engaging in
while using us to act as Directors. As mentioned before, when we act as
directors, we have the fiduciary responsible of knowing what business
the company is engaging in. Hence, we will no longer provide general
POAs but will do so only for specific transactions as determined at the
time of the request.
Accounts / Signatory
business practices and in an effort to comply with anti-money laundering
legislation in force in the British Virgin Islands and with our 'know
your client' procedures, once we act as directors on companies we also
act as a joint signatory on all bank and/or brokerage accounts and will
request that the banks send us duplicate statements for our records. In
cases where there are more than one director serving in addition to us,
in special cases such as on Funds, we will require that the signing
powers of all Directors are determined at set-up.
you do not want the nominee to act as a joint signatory on the bank
account, or need general POA,
we can provide third party nominee services.
Immobilization of Bearer Shares
The BVI legislation
updated, June 2003, regarding the International Business Companies
(Amendment) Act, whereby this amendment provides for the use of bearer
shares to be continued under certain guidelines without jeopardizing the
anti-money laundering and anti-terrorist financing goals of the
We have already
begun to work diligently to facilitate compliance to these changes.
Since 2003, we offer incorporation standard Memorandum & Articles of
Association which prohibits bearer shares or alternatively those which
allows bearer shares.
Companies that continue to issue bearer shares, the certificates must be
lodged with an Authorized or Recognized Custodian. We will hold such
shares in custody and a Custody Agreement or in some cases, a
Declaration of Trust will be provided to you. (The identity of the
holders of bearer shares (or registered) held by a custodian is not
disclosed to the government).
have until December 31st 2010 to deposit their bearer
shares with a Custodian, exchange the shares for registered shares or
otherwise cancel or redeem shares. Existing companies which do not wish
to have the power to issue bearer shares must amend their M&A to comply
with the requirement by the 2010 deadline. Newly formed companies must
adhere to the new legislation.
Kindly note THAT
annual renewal fees must be settled in full. Companies will
no longer be re-licenced if only partial payment is remitted or if
there are outstanding fees from the previous year.
that are struck off the Registrar of Companies, as opposed to being
liquidated, you will continued to be billed an annual fee of US$15
per company as we are still liable to the BVI Government for the
Company yearly fee each year it is left struck-off for non-payment.
It is recommended that Companies apply for liquidation process to
avoid such recurring fees.